Common use of Payment of Taxes and Claims; Tax Consolidation Clause in Contracts

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(CSection 5.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower Company shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION Section 7.3(C)) upon any of the Borrower's Company’s or such Subsidiary's ’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being (x) being, or will promptly be, contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles generally accepted accounting principles as in effect from time to time shall have been made therefor. The Borrower will not, nor will it permit any or (y) the nonpayment of its Subsidiaries toall such taxes, file or consent assessments and other governmental charges would not reasonably be expected to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrowerhave a Material Adverse Effect.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION Section 7.3(C)) upon any of the Borrower's ’s or such Subsidiary's ’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if (x) being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles generally accepted accounting principles as in effect from time to time shall have been made therefor. The Borrower will not, nor will it permit any or (y) the nonpayment of its Subsidiaries toall such taxes, file or consent assessments and other governmental charges would not reasonably be expected to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrowerhave a Material Adverse Effect.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION Section 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than as contemplated by the consolidated return of the BorrowerTax Allocation Agreement.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, pay and the Borrower shall cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(CSection 6.3(C)) upon any of the Borrower's or such Restricted Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the BorrowerHoldings.

Payment of Taxes and Claims; Tax Consolidation. The Borrower Brightpoint shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(CSection 6.3(C)) upon any of the BorrowerBrightpoint's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower Brightpoint will not, nor will it not permit any of its Subsidiaries to, to file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return Brightpoint or any of the Borrowerits Subsidiaries.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a material Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (ia) all taxes, assessments and other governmental charges imposed upon it or on any of its properties Property or assets or in respect of any of its franchises, business, income or property Property before any penalty penalty, addition to tax or interest accrues thereon, and (iib) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)8.03) upon any of the Borrower's or such Subsidiary's property Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ia) above or claims referred to in CLAUSE (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person (other than the consolidated return of with the Borrower, Opco or any of their respective Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(CSection 5.3(C)) upon any of the Borrower's ’s or such Subsidiary's ’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. , The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (ia) all taxes, assessments and other governmental charges imposed upon it or on any of its properties Property or assets or in respect of any of its franchises, business, income or property Property before any penalty penalty, addition to tax or interest accrues thereon, and (iib) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)8.03) upon any of the Borrower's or such Subsidiary's property Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ia) above or claims referred to in CLAUSE (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person (other than with the consolidated return Parent, the Borrower or any of the Borrowertheir respective Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall paySGC and Company will, ---------------------------------------------- and will cause each of its their respective Subsidiaries to payto, (i) pay all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchisesincome, business, income businesses or property franchises before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which that have become due and payable and which that by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, provided that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above charge or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) claim -------- need be paid if being contested in good faith by appropriate proceedings diligently timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower SGC and Company will not, nor will it they permit any of its their respective Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person (other than SGC, Company or any of their respective Subsidiaries). To the consolidated return extent that the terms and provisions of the BorrowerDeeds of Trust regarding payment of taxes and assessments on the Premises and Improvements conflicts with the terms and provisions of this Agreement, the terms and provisions of the Deeds of Trust shall govern.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower Borrowers shall pay, and cause each of its their Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it them or on any of its their properties or assets or in respect of any of its their franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such any Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all material claims (including, without limitation, claims for labor, services, materials and supplies, but excluding claims in connection with the Disclosed Disputes which shall be governed by the terms of the Disclosure Letter) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C7.3(c)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower Issuer shall pay, and cause each of its Subsidiaries to pay, (ia) all taxes, assessments and other governmental charges imposed upon it or on any of its properties Property or assets or in respect of any of its franchises, business, income or property Property before any penalty penalty, addition to tax or interest accrues thereon, and (iib) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)8.03) upon any of the BorrowerIssuer's or such Subsidiary's property Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ia) above or claims referred to in CLAUSE (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower Issuer will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person (other than with the consolidated return Issuer, Opco or any of the Borrowertheir respective Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have 397909 Execution Copy 56 been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Lithia Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien lien (other than a Lien lien permitted by SECTION 7.3(C5.3(C)) upon any of the Borrower's or such Lithia Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its the Lithia Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and shall cause each of its Subsidiaries AMC and each other member of the Borrower Corporate Group to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)6.3(C) upon any of the Borrower's or such Subsidiary's property or assetsCollateral, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it not permit any member of its Subsidiaries the Borrower Corporate Group to, file or consent to the filing of any consolidated income tax return with any other Person other than the AMC and its consolidated return of the BorrowerSubsidiaries.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)Section 6.3(C) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such a reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than Holdings and the consolidated return of the BorrowerFinance Subsidiary.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall payCompany shall, and shall cause each of its Subsidiaries to payto, pay (ia) all taxes, assessments and other governmental charges imposed upon it or on any of its properties Property or assets or in respect of any of its franchises, business, income or property Property before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, and (iib) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)Section 9.03) upon any of the BorrowerCompany's or such Subsidiary's property or assetsProperty, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ia) above or claims referred to in CLAUSE clause (IIb) above (and interest, penalties or fines relating thereto) need are required to be paid if being contested in good faith by the Company or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower will not, nor will it Company shall not and shall not permit any Subsidiary of its Subsidiaries the Company to, file or consent to the filing of any combined, unitary, or consolidated income tax return with any other Person (other than the consolidated return of the BorrowerCompany and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall payshall, and shall cause each of its Subsidiaries to payother Loan Party to, pay (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C6.3(C)) upon any of the Borrower's or such Subsidiary's property or assetsCollateral, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above 77 (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will shall not, nor will it and shall not permit any of its Subsidiaries Loan Party to, file or consent to the filing of any consolidated income tax return with any other Person other than the Borrower and its consolidated return of the BorrowerSubsidiaries.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and 76 payable and which by law have or may become a material Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Borrower Company shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for material sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the BorrowerCompany's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Payment of Taxes and Claims; Tax Consolidation. The Such Borrower shall payshall, and shall cause each of its Subsidiaries to payto, pay (ia) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets Property or in respect of any of its franchises, business, income or property Property before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, and (iib) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which that have become due and payable and which that by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)Section 9.03) upon any of the such Borrower's or such Subsidiary's property or assetsProperty, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVERprovided, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ia) above or claims referred to in CLAUSE clause (IIb) above (and interest, penalties or fines relating thereto) need are required to be paid if being contested in good faith by such Borrower or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted conducted in good faith and conducted without danger of any material risk to the Collateral, and if such reserve reserves or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Such Borrower will not, nor will it shall not permit any of its Subsidiaries to, to file or consent to the filing of any consolidated income tax return with any other Person (other than the consolidated return of the BorrowerCompany and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. The Each Borrower shall payshall, and shall cause each of its Subsidiaries to payto, pay (ia) all taxes, assessments and other governmental charges imposed upon it or on any of its properties Property or assets or in respect of any of its franchises, business, income or property Property before any penalty or interest accrues thereon, and (iib) all claims Claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)Section 10.03) upon any of the such Borrower's or such Subsidiary's property Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVER-110- 120 however, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ia) above or claims Claims referred to in CLAUSE clause (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Neither Borrower will notwill, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person (other than the consolidated return of the BorrowerBorrowers and their Subsidiaries and their Affiliate, The Fairxxxxx Xxxporation).

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall payshall, and shall cause each of its Material Subsidiaries to payto, pay (ia) all taxes, assessments and other governmental charges imposed upon it or on any of its properties Property or assets or in respect of any of its franchises, business, income or property Property before any penalty or interest accrues thereon, and (iib) all claims Claims (includinginclud-ing, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)Section 10.03) upon any Property or assets of the Borrower's Borrower or any such Subsidiary's property or assetsSubsidi-ary, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments assess-ments and governmental charges referred to in CLAUSE clause (Ia) above or claims Claims referred to in CLAUSE clause (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested con-tested in good faith by appropriate proceedings pro-ceed- ings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower will not, nor and will it not permit any of its Material Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrowerits Subsidiaries-.

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)Section 6.3(C) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the BorrowerHoldings.